REG - Petrol AD - 3rd Quarter Results
03/12/2025 14:45
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RNS Number : 1171K Petrol AD 03 December 2025
PETROL AD
Legal Entity Identifier (LEI): 4851003SBNLWFQX4XS80
03 December 2025
Petrol AD ("74JJ"), announces the publication of its
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
OF PETROL GROUP
AND CONDENSED EXPLANATORY NOTES TO THE INTERIM CONSOLIDATED FINANCIAL
STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2025
(This document is a translation of the original Bulgarian document,
in case of divergence the Bulgarian original shall prevail)
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
For the period ended September 30
2025 2024
BGN'000 BGN'000
Revenue 358,849 386,138
Other income 4,357 2,360
Cost of goods sold (310,281) (335,241)
Materials and consumables (3,057) (2,730)
Hired services (15,617) (15,388)
Employee benefits (18,266) (17,674)
Depreciation and amortisation (6,252) (5,994)
Reintegration of (Impairment) losses (512) 1,306
Other expenses (1,410) (1,626)
Finance income 10,410 7,405
Finance costs (15,627) (14,951)
Profit before tax 2,594 3,605
Tax expense (130) (710)
Profit for the period 2,464 2,895
Other comprehensive income
Components that will not be subsequently reclassified to profit or loss
Revaluation of property, plant and equipment, net of tax (345) -
Other comprehensive income for the period, net of tax (345) -
Total comprehensive income for the period 2,119 2,895
Attributable to:
Owners of the Parent company 2,464 2,895
Non-controlling interest - -
Profit for the period 2,464 2,895
Total comprehensive income attributable to:
Owners of the Parent company 2,119 2,895
Non-controlling interest - -
Total comprehensive income for the period 2,119 2,895
Profit per share (BGN) 0.09 0.11
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at September 30, 2025
Sept 30 Dec. 31
2025 2024
BGN'000 BGN'000
Non-current assets
Property, plant and equipment and intangible assets
104,804 112,025
Investment properties 1,466 1,503
Right-of-use asset 8,818 11,284
Goodwill 6,514 6,514
Deferred tax assets 4,341 3,487
Trade loans granted 41,657 40,849
Guarantee Deposits 69,430 59,430
Total non-current assets 237,030 235,092
Current assets
Inventories 13,919 13,257
Non-currents assets, held for sale - 927
Loans granted 86,768 81,448
Trade and other receivables 32,300 25,352
Cash and cash equivalents 1,711 1,740
Total current assets 134,698 122,724
Total assets 371,728 357,816
Equity
Registered capital 27,312 109,250
Reserves 42,696 45,422
Accumulated loss (46,797) (133,580)
Total equity attributable to the owners of the Parent company 23,211 21,092
Non-controlling interests 37 37
Total equity 23,248 21,129
Non-current liabilities
Loans and borrowings 239,587 236,774
Liabilities under lease agreements 6,544 8,860
Deferred tax liabilities 1,352 1,405
Employee defined benefit obligations 856 856
Total non-current liabilities 248,339 247,895
Current liabilities
Trade and other payables 66,555 53,605
Loans and borrowings 28,717 30,113
Liabilities under lease agreements 3,135 3,449
Income tax liability 1,734 1,625
Total current liabilities 100,141 88,792
Total liabilities 348,480 336,687
Total equity and liabilities 371,728 357,816
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the period ended September 30, 2025
Equity attributable to the owners of the Parent company Non-controlling interests Total equity
Registered capital General reserves Reval. Accumulated profit Total
reserve (loss)
BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 BGN'000
Balance at January 1, 2024 109,250 18,864 26,981 (132,205) 22,890 38 22,928
Changes in equity for 2024
Comprehensive income for the period
Loss for the year - - - (1,650) (1,650) (1) (1,651)
Remeasurement on defined benefits obligations - - - (148) (148) - (148)
Total other comprehensive income - - - (148) (148) - (148)
Total comprehensive income - - - (1,798) (1,798) (1) (1,799)
Transfer of revaluation reserve of assets to the accumulated profit, net of - - (423) 423 - - -
taxes
Balance at December 31, 2024 109,250 18,864 26,558 (133,580) 21,092 37 21,129
Changes in equity for the period ended September 30, 2025
Comprehensive income for the period
Profit for the period - - - 2,464 2,464 - 2,464
Revaluation of PPE, net of taxes - - (345) - (345) - (345)
Total comprehensive income - - (345) 2,464 2,119 - 2,119
Increases (decreases) by transfer between registered capital and uncovered (81,938) - - 81,938 - - -
losses
Transfer of revaluation reserve of assets to the accumulated profit, net of - - (2,381) 2,381 - - -
taxes
Balance as at September 30, 2025 27,312 18,864 23,832 (46,797) 23,211 37 23,248
CONSOLIDATED STATEMENT OF CASH FLOWS
For the period ended September 30
2025 2024
BGN'000 BGN'000
Cash flows from operating activities
Loss for the period 2,464 2,895
Adjustments for:
Tax (income) / expense 130 710
Depreciation/amortization of property, plant and equipment, intangible assets 6,252 5,994
and right-of-use assets
Interest expense and bank commissions, net 5,519 7,552
Shortages and normal loss, net of excess assets 314 (28)
Provisions for unused paid leave and retirement benefits 611 562
Impairment (Reversal) of assets 512 (1,306)
Written-off assets - 337
Profit on sale of subsidiaries (423) (27)
Profit on sale of assets (3,891) (1,901)
11,488 14,788
( ) ( )
Change in trade payables 16,611 (6,895)
Change in inventories (878) 2,582
Change in trade receivables (5,727) (1,692)
Cash flows from operating activities 21,494 8,783
Interest, bank fees and commissions paid (8,637) (10,446)
Income tax paid (629) (150)
Net cash from operating activities 12,228 (1,813)
Cash flows from investing activities
Payments for purchase of property, plant and equipment, excl. VAT (90) (488)
Proceeds from disposal of property, plant and equipment, excl. VAT 3,743 3,184
Payments for loans granted, net (12,346) (35,531)
Interest received on loans and deposits 808 248
Proceeds from sale of subsidiaries and other investments, net of cash acquired 2,461 -
Proceeds from cession agreements - 8,468
Net cash flows used in investing activities (5,424) (24,119)
Cash flows from financing activities
Proceeds from loans and borrowings 10,732 39,103
Repayment of loans and borrowings (13,305) (7,200)
Paid dividends (1,227) (5,044)
Payments under lease agreements (3,119) (1,830)
Net cash flows from financing activities (6,919) 25,029
Net increase (decrease) in cash flows during the period (115) (903)
Cash and cash equivalents at the beginning of the period 1,648 3,347
Effect of movements of exchange rates 121 (24)
Cash and cash equivalents at the end of the period (excl. blocked) 1,654 2,420
CONDENSED EXPLANATORY NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED SEPTEMBER 30, 2025
I. General Information
Petrol AD (the Parent company) was registered in Bulgaria in 1990 and entered
in the Commercial Register to the Registry Agency with UIC 831496285. The
headquarter address of the Parent company is 12 Tyrgovska Str., Hotel Lovetch
in Lovetch city. As at the end of the reporting period shareholders are legal
entities, the country - through the Ministry of Economy and Industry and
individuals.
The main activity of Petrol AD and its subsidiaries (the Group) is related
with trading of petrol products, non-oil products, merchandise and services.
These explanatory notes are prepared according to the requirements of Art.
100o1, par.5 of the Public Offering of Securities Act (POSA) and Appendix 4 to
the Ordinance No 2 of November 09, 2021 for initial and subsequent disclosure
of information during public offering of securities and admission of
securities to trading on a regulated market by the public companies and other
issuers of securities, and represent information about important events
occurred during the third quarter of 2025. The explanatory notes reflect their
influence on the results in the statements for the third quarter of 2025 and
describe of the main risks and uncertainties, which stay ahead of the Petrol
Group for the rest of the financial year and comprise information for
transactions with related parties and/or interested parties, as well as
information for emerging significant receivables and/or payables during the
same period.
II. Information on important events, occurred in the third
quarter of 2025 and cumulatively from the beginning of the financial year to
the end of the current quarter
General
These interim consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards (IFRS) as adopted
by the Commission of the European Union (EU).
These interim consolidated financial statements have been prepared under the
historical cost convention, except for provisions, assets and liabilities
under IFRS 16 reported at the present value of expected future payments,
property, plant and equipment recognized as a result of business combination
and carried at fair value. When compiling it, the same accounting policy and
calculation methods applied in the last annual financial statement have been
followed.
Property, plant, equipment, intangible assets and non-current assets held for
sale
The initial revalued (to fair) amount of property, plant, equipment and
intangible fixed assets has been determined by an independent valuer's market
valuation prepared and applied in the accounting policy as of 1 January 2020.
Based on the NSI Consumer Price Index in December 2022 compared to the same
month in 2021, which shows an annual inflation rate of 16.9%, Management has
made a judgement that there could be a material variance in the fair values of
the assets and has assigned new market valuations as at 31 December 2022. In
these interim consolidated financial statements, property, plant and equipment
and intangible fixed assets are presented at the valuations prepared by an
independent valuer as at 31 December 2022, in which the intermediate
comparisons, capitalised rental income and property value methods were used to
determine fair value.
As at 30 September 2025 the Group has property, plant and equipment and
intangible assets with a total carrying amount of BGN 104,804 thousand.
Property, plant and equipment with a carrying amount of BGN 93,841 thousand
are mortgaged or pledged as security for bank loans granted to the Group and
to unrelated parties under credit facility agreements for the issue of bank
guarantees.
Investment Property
The investment properties, representing land property and a building with a
carrying value as at 30 September 2025 of BGN 1,466 thousand, were acquired in
December 2016 through a business combination. The Group has estimated their
fair value for disclosure purposes using an independent valuer's valuation
which has been carried out using the amortised cost method, the median
comparison method, the capitalisation of future rental income method. The fair
value of the investment properties at 30 September 2025 is BGN 2,358 thousand.
The investment properties serve as collateral for obligations under a bank
loan agreement.
Leases
The following items and amounts related to leases are presented in the
consolidated statement of financial position at September 30, 2025:
30 Sept
2025
BGN'000
Right-of-use assets, incl.: 8,818
Properties (lands and buildings) 8,401
Transport vehicles 407
Machinery, plants and equipment 10
Liabilities under leases, incl.: (9,679)
Current liabilities (3,135)
Non-current liabilities (6,544)
Depreciation costs of right-of-use assets, incl.: 2,466
Properties (lands and buildings) 2,078
Transport vehicles 383
Machinery, plants and equipment 5
Interest for right-of-use assets on lease agreements 530
Total 2,996
The Group has leased various assets: lands, petrol stations, small offices and
buildings, transport vehicles, copying machines. The agreements are usually
for 3 to 10 years but may include extension options.
Long-term Deposits in Banks
The Parent Company has provided cash on a long-term basis to a commercial bank
pursuant to Debt Product Agreements in exchange for interest. As at 30
September 2025, receivables under these contracts amounted to BGN 69,430
thousand and interest amounted to BGN 2,769 thousand after an impairment
charge of BGN 570 thousand, in accordance with the policy for recognition of
expected credit losses on financial assets.
The Parent company has entered into an agreement for the blocking of these
funds to secure the performance of credit facilities granted by the same bank,
with the same term.
Loans granted
As at 30 September 2025, the Group reported trade loans receivable net of
impairment of BGN 128,425 thousand, of which BGN 86,768 thousand is current.
Loans to unrelated parties as of 30 September 2025 have the following interest
rate terms and final maturity dates:
Category Loans receivable Due Principal Due Interest Impairment until 30.09.2025 Annual Interest Maturity
as at 30.09.2025
Debtor net
BGN'000 BGN'000 BGN'000 BGN'000 %
Commercial company 26,329 25,500 1,447 (618) 6.70% Principal -31.dec.28
Commercial company 16,775 14,800 1,976 (1) 7.20% 31.dec.28
Commercial company 10,364 9,561 1,354 (551) 7.00% 31.dec.25
Commercial company 10,004 9,735 504 (235) 6.70% 31.dec.25
Commercial company 9,066 8,017 1,115 (66) 7.00% 31.dec.25
Commercial company 7,397 6,925 472 - 6.70% 31.dec.25
Commercial company 6,987 7,650 447 (1,110) 7.30% 31.dec.25
Commercial company 6,237 5,793 2,141 (1,697) 6.70% 31.dec.25
Commercial company 6,200 5,830 818 (448) 7.00% 31.dec.25
Commercial company 3,827 3,362 498 (33) 7.00% 31.dec.25
Commercial company 2,424 2,250 406 (232) 7.00% 31.dec.25
Commercial company 1,471 1,241 241 (11) 7.00% 31.dec.25
Commercial company 1,231 1,073 186 (28) 6.70% 31.dec.25
Commercial company 1,069 973 135 (39) 7.00% 31.dec.25
Commercial company 961 960 1 - 7.20% 31.dec.25
Commercial company 869 778 104 (13) 5.00% 31.dec.25
Commercial company 548 488 67 (7) 7.00% 31.dec.25
Commercial company 401 395 6 - 7.20% 31.dec.25
Commercial company 30 30 - - 0.00% 31.dec.25
Commercial company 20 20 0 - 0.00% 31.dec.25
Commercial company 17 313 133 (429) 7.00% 07.aug.25
Commercial company 4 121 24 (141) 5.00% 31.dec.25
Commercial company 1 1 - - 6.80% 31.dec.25
Commercial company - 1,258 571 (1,829) 6.70% 18.dec.28
Commercial company - 18 6 (24) 6.70% 31.dec.25
Commercial company - 5,190 - (5,190) 0.00% 28.oct.15
Commercial company - 2,210 - (2,210) 9.50% 28.oct.15
Commercial company - 44 - (44) 9.50% 21.jan.17
Commercial company - - 429 (429) 6.70% 31.dec.19
Commercial company - - 1 (1) 8.50% 26.aug.15
112,232 114,536 13,082 (15,386)
Loans granted to related parties amount to BGN 16,193 thousand net of
impairment and are disclosed in Section III of these Explanatory Notes -
Information on transactions with related parties.
Cash and cash equivalents
As at 30 September 2025, the Group reported cash totalling BGN 1,711thousand,
of which BGN 57 thousand is blocked under attachments in enforcement
proceedings.
In the notes under Art.15 par.1 of Ordinance No2 and the Public Offering of
Securities Act (POSA), as cash equivalents of BGN 1,363 thousand, is presented
the cash collected from the trade sites as at the end of the reporting period
and registered in the Group's bank accounts at the beginning of the next
reporting period.
Registered capital
The Group's registered capital is presented at its nominal value. The
registered capital of the Group represents the registered capital of the
Parent company Petrol AD.
On 06.03.2025, a change in the capital of the Parent Company was registered in
the account of Petrol AD in the Commercial Register and the Register of
Non-Profit Companies at the Registry Agency, in accordance with the resolution
of the General Meeting of Shareholders of Petrol AD adopted on 18.02.2019,
whereby the General Meeting of Shareholders resolves to reduce the capital of
Petrol AD from BGN 109,249,612 to BGN 27,312,403 pursuant to Article 200, item
1 of the Commercial Law (LC) by reducing the nominal value of the issued
shares from BGN 4 (four levs) to BGN 1 (one lev). The circumstance is
reflected in the CRRNPC with the entry 20250306160504.
As at the end of the reporting period shareholders in the Parent company are
as follows:
Акционер 30 September
2025
Alfa Capital AD 28.85%
Storage Invest EOOD 26.77%
Perfeto Consulting EOOD 16.43%
Trans Express Oil EOOD 9.82%
Petrol Bulgaria AD 7.05%
Gryphon Power AD 5.39%
The Ministry of Energy of the Republic of Bulgaria 0.65%
Other minority shareholders 5.04%
100.00%
Current income tax liabilities and tax audits
As at 30 September 2025 the Group has current corporate tax liabilities of BGN
1,734 thousand.
Loans and borrowings and factoring liabilities
As at 30 September 2025, the Group has commitments under bank, bond and
commercial borrowings totaling BGN 268,304 thousand, of which BGN 28,717
thousand are current.
Bank loans
In July 2023, the Parent company entered into an agreement with a commercial
bank for a revolving line of credit in the amount of BGN 220,000 thousand to
be used for purposes including, but not limited to, investment purposes,
working capital, issuance of bank guarantees and opening letters of credit.
The funds may be drawn down and repaid repeatedly until 15 August 2033 and the
repayment period for all obligations arising from the credit line is until 15
September 2033. The annual interest payable on the amount drawn down consists
of the Base Interest Rate (BLPA) for the leva applied by the Bank plus a
surcharge of 3.21 percentage points, but not less than 5.9%. The credit line
is secured by a specific pledge of the commercial enterprise of Petrol AD,
subsidiaries Kremikovtzi Oil Ltd, Shumen Storage Ltd, Office Estate Ltd,
Crystal Asset Properties Ltd, Crystal Asset Trade Ltd, Crystal Asset Bulgaria
Ltd, Prima Asset Bulgaria Ltd, Prima Asset Trade Ltd, Prima Consult Properties
Ltd, Prima Land Property Ltd. and unrelated parties, suretyship by an
unrelated party, contractual mortgages on real estate of co-borrowers,
including unrelated parties, suretyship and financial security over accounts
receivable with the bank and cash deposited by the borrower under a debt
product agreement.
The funds under the revolving credit line with a total credit limit of BGN
220,000 thousand are provided in tranches further approved by the Bank and
further terms agreed by annexes between the parties.
In July 2023, based on the revolving line agreement with a total limit of BGN
220,000 thousand, an annex agreed to grant Tranche No.1 in the amount of BGN
90,000 thousand as an investment loan for the purchase of assets and company
shares with a drawdown period until 30 October 2023. The interest rate and the
final repayment term do not differ from those agreed in the main contract. The
funds under this tranche have been drawn down and the Group has a liability
for principal of BGN 71,250 thousand and interest of BGN 546 thousand as at 30
September 2025.
In July 2023, based on the revolving credit line agreement with a total limit
of BGN 220,000 thousand, an annex agreed to grant Tranche No.2 in the amount
of BGN 30,000 thousand for working capital, funds for refinancing obligations
under an existing revolving credit line granted by the same bank and funds for
payment of bank guarantees and letters of credit. The drawdown period is until
14 August 2033. The interest rate and repayment deadline do not differ from
those agreed in the main contract. In November 2023, the funds under Tranche
No. 2 were drawn down and the Group has a liability for principal of BGN
24,621 thousand and interest of BGN 138 thousand as at 30 September 2025.
In July 2023, based on the revolving line agreement with a total limit of BGN
220,000 thousand, an annex agrees to provide Tranche No.3 in the amount of BGN
55,000 thousand as working capital in the form of an overdraft. The period for
multiple drawdown and utilization of the amount under this tranche is up to 14
August 2033. The interest rate and the final repayment term do not differ from
those agreed in the main contract. As at 30 September 2025 the Group has a
liability under this tranche for principal of BGN 55,000 thousand and interest
of BGN 2,815 thousand.
In July 2023, based on the revolving line agreement with a total limit of BGN
220,000 thousand, an annex agreed to grant Tranche No.4 in the amount of BGN
45,000 thousand as a revolving working capital loan. The drawdown and
utilisation of the amount under this tranche shall be up to 14 August 2033.
The interest rate and the final repayment term do not differ from those agreed
in the main agreement. As at 30 September 2025, the Group has a liability
under this tranche for principal of BGN 45,000 thousand and interest of BGN
2,303 thousand.
In November 2023, the Parent company entered into a bank loan agreement in the
amount of BGN 3,000 thousand intended for working capital for operations, at
an annual interest rate equal to the BIRA for BGN of the lender bank, plus a
margin of 2.61 percentage points, but not less than 5.9% per annum. The
repayment plan shall be for 5 (five) years with equal monthly installments of
principal and the final repayment date shall be November 25, 2028. The loan is
secured by mortgages on land and buildings owned by the Group, pledge of plant
and machinery and equipment, and financial collateral by granting a pledge
under the provisions of the FSA on accounts receivable opened with the
creditor bank. As at 30 September 2025, the Parent company's liability for
principal under this agreement amounted to BGN 1,950 thousand and BGN 62
thousand of interest.
In December 2024, based on the revolving line agreement with a total limit of
BGN 220,000 thousand, an annex agreed to grant Tranche No. 6 in the amount of
BGN 12,000 thousand as a revolving working capital loan. By an annexure in
January 2025 the amount of the tranche was increased to BGN 12,750 thousand.
The interest rate does not differ from the terms agreed in the main agreement,
with the final repayment date being 31 December 2025. As at 30 September 2025
the Parent company has a liability under this tranche for principal of BGN
12,750 thousand and interest of BGN 87 thousand.
In December 2024, the Parent Company entered into a bank loan agreement in the
form of an overdraft facility with a maximum permissible amount of BGN 15,000
thousand for working capital purposes for the Parent Company's operations, at
an annual interest rate of BIRA per BGN of the lender bank, plus a margin of
3.21 percentage points per annum. The term of the facility is until 30
December 2029. The facility is subject to a pledge of security by way of
pledge of the Parent company's receivables from the Bank under senior
unsecured debt product agreements in the amount of BGN 15,000 thousand, under
which pledge a pledge of BGN 5,000 thousand has been pledged as at 30
September 2025 and a pledge of the receivables under the Financial Collateral
Contracts Act on all accounts of the Parent company opened with the Bank. As
of 30 September 2025, the principal amount due under this agreement is BGN
14,988 thousand.
Debenture Loans
In October 2006, the Parent company issued 2,000 registered, transferable
bonds with a fixed annual interest rate of 8.375% and an issue value of
99.507% of par, which was set at EUR 50,000 per bond. The purpose of the issue
is to provide funds for working capital, financing of investment projects and
restructuring of the Group's previous debt. The principal is payable once on
maturity and interest is payable annually. At General Meetings of Bondholders
held in October and December 2011, it was resolved to extend the maturity date
of the issue to 26 January 2017. On 23 December 2016 a procedure was
successfully completed to reschedule the maturity of the bond loan until 2022
and reduce the interest rate to a range of 5.5 to 8% with interest payments
once a year.
In September 2020 the Parent company successfully completed a new procedure
for renegotiating the conditions of the debenture loan. The maturity of the
debenture loan principal is deferred until January 2027, the agreed interest
rate is reduced to 4.24% per annum, with six months regularity of the interest
(coupon) payments - in January and in July of each year until the maturity of
the loan.
As of the date of these consolidated financial statements, the nominal value
of the debenture loan amounts to EUR 18,659 thousand.
The debenture liabilities are presented in the statement of financial position
at their amortised cost. In 2024, the annual effective interest rate on the
issue is 4.51% (including a 4.24% annual coupon rate).
Trade loans received
In January 2023, the Parent company obtained a short-term loan from an
unrelated party trading company with a credit limit of BGN 2,000 thousand and
interest at 5% on the amount drawn down. The loan has a maturity date of 31
December 2023 and is repayable in principal. The liability as at 30 September
2025 amounts to BGN 3 thousand for interest.
In August 2024, the Parent company obtained a short-term loan from an
unrelated party trading company in the amount of BGN 150 thousand and interest
at 8% per annum on the amount drawn down. The loan is repayable by 30
September 2025 and the liability as at 30 September 2025 is BGN 75 thousand
and BGN 3 thousand for interest.
The amounts payable under trade loans from related parties are disclosed in
the related party note in this notification.
Factoring
In August 2024, an addendum to an agreement dated 10 March 2021 for the
purchase of receivables under commercial invoices (standard factoring) with a
commercial bank agreed an aggregate advance limit of up to BGN 6,000 thousand
at an annual interest rate of BIRA per BGN applied by the factor, increased by
a mark-up of 1.01 percentage points but not less than 4.5% per annum on the
amount of the advance granted. The agreement is secured by a pledge of
receivables in the Group's bank accounts opened with the Bank, As at 30
September 2025, no receivables or payables have been transferred in relation
to the funding received under this factoring agreement.
In December 2024, a second standard factoring agreement was finalized with the
same bank with a total advance limit of BGN 3,000 thousand, an annual interest
rate of the BIRA per BGN applied by the factor, increased by a surcharge of
1.01 percentage points but not less than 4.5% per annum on the amount of the
advance granted. The agreement is secured by pledge of receivables from bank
accounts of the Parent Company and pledge of receivables from counterparties
is to be established. As of 30 September 2025, the exposure under this
agreement amounts to BGN 102 thousand.
Leases
The Group is a lessee under operating leases. As at 30 September 2025, rental
expense recognised in the statement of profit, loss and other comprehensive
income includes rentals of BGN 232 thousand in respect of sites leased under
operating leases which fall within the IFRS 16 exemptions and whose leases
contain a clause which agrees that both parties have the right to terminate
the lease on individual sites or in full for an insignificant penalty.
Subsidiaries
The parent company (Controlling company) is Petrol AD. The subsidiaries
included in the consolidation over which the Group has control as at 30
September 2025 are as follows:
Subsidiaries Operations
30 September 2025
share (%)
VARNA STORAGE LTD Trade with petrol and petroleum products 100
PETROL FINANCE LTD Financial and accounting services 100
ELIT PETROL - LOVECH JSC Assets management 100
LOZEN ASSET JSC Acquisition, management and exploitation of property 100
PETROL PROPERTIES LTD Real estate trading 100
KREMIKOVTSI OIL LTD Processing, import, export and trading with petroleum products 100
SHUMEN STORGE LTD Processing, import, export and trading with petroleum products 100
SVILENGRAD OIL LTD Processing, import, export and trading with petroleum products 100
VARNA 2130 LTD Trade with petrol and petroleum products 100
BULGARIA CARGO RAIL LTD Export and transportation of fuels and other petroleum products 100
CRYSTAL ASSETS TRADE LTD Real estate management 100
CRYSTAL ASSET PROPERTY LTD Real estate management 100
CRYSTAL ASSETS BULGARIA LTD Real estate management 100
PRIMA ASSETS BULGARIA LTD Real estate management 100
PRIMA ASSETS TRADE LTD Real estate management 100
PRIMA CONSULT PROPERTY LTD Real estate management 100
PRIMA LAND PROPERTY LTD Real estate management 100
PETROL OIL RECYCLING LTD Management, recycling and processing 100
SANDANSKI STORAGE LTD Processing, import, export and trading with petroleum products 100
PETROL INVESTMENT JSC Acquisition, management, exploitation of Real Estate 99.98
PETROL FINANCES LTD Financial and accounting services 99.0
PETROL TECHNOLOGIES LTD IT services and consultancy 98.8
PETROL TECHNOLOGY LTD IT services and consultancy 98.8
In February 2025, the Management of the Group entered into a preliminary
agreement for the sale of 100% of the shares of the subsidiary Office Estate
Ltd. On 11.04.2025 the Group entered into a final agreement with an unrelated
party for the sale of 1,541,000 company shares of the subsidiary Office Estate
Ltd, which represents 100% of the company shares owned by the Group, for a
sale price of BGN 2,462 thousand. As of the transaction date, the consolidated
net assets amounted to BGN 2,039 thousand, and the result from the sale was a
profit of BGN 423 thousand. The net cash flow from the sale was BGN 2,461
thousand.
Contingent liabilities, including information for newly arising significant
liabilities for the reporting period
As at September 30, 2025 the Group has contingent liabilities, including
issued mortgages and pledges of property, plant and equipment and non-current
assets held for sale, which serve as a collateral for bank loans granted to
the Group and unrelated parties and credit limits for issuance of bank
guarantees with total carrying amount of BGN 93,841 thousand, including in
favour of First Investment Bank AD BGN 88,668 thousand, Investbank AD - BGN
3,144 thousand and DSK AD - BGN 2,029 thousand.
Pursuant to an agreement from October 17, 2018 and its annexes, the Group is a
joint debtor and a guarantor on a promissory note for the amount of BGN 47,667
thousand in favour of Investbank AD under a credit facility on unrelated party
- supplier, including, including limit for overdraft and limit for stand-by
credit for issuance of bank guarantees in favour of Customs Agency. The total
amount of the utilized funds and issued bank guarantees of all borrower's
exposures to the Bank shall not exceed BGN 43,800 thousand. In relation to
this credit agreement, the Group has established a special pledge on its cash
in the bank account opened in Investbank AD with total amount of BGN 24
thousand as at September 30, 2025 and a special pledge on receivables from
contractors for BGN 4,000 thousand average monthly turnover.
Pursuant to an agreement dated 17 June 2021, the Group is a joint debtor in
favour of Investbank AD under a Bank Guarantee Limit Agreement granted to an
unrelated supplier in the amount of BGN 600 thousand.
The Group is jointly liable under a Debt Incurrence Agreement dated 13 January
2017 for the obligation of its subsidiary until March 2018 - Elit Petrol AD,
which amounts to BGN 2,346 thousand as at 30 September 2025.
Under a revolving credit facility agreement entered into in 2023 with a total
limit of BGN 220,000 thousand and a sub-limit of BGN 31,600 thousand for the
refinancing of liabilities, including the issuance of bank guarantees and
letters of credit, bank guarantees have been issued for a total amount of BGN
4,700 thousand as at 30 September 2025, including BGN 4,200 thousand under
contracts with the Group's third party suppliers, a BGN 500 thousand bank
guarantee in favour of the Ministry of Economy securing the Group's activities
in connection with its registration under the Law on Administrative Regulation
of Economic Activities Related to Petroleum and Petroleum Products and bank
guarantees securing the Group's obligations under contracts in connection with
the Public Procurement Law in the amount of BGN 2,161 thousand. As at 30
September 2025, the contract is secured by a pledge over the Group's
receivables on bank accounts to secure obligations as well as mortgages on
immovable property and pledges of plant and machinery and an aggregate of
assets amounting to BGN 1,500 thousand.
In prior reporting periods, Group companies have entered into the debt of a
subsidiary until December 2015 under loan agreements whereby the lender bank
granted loans to the subsidiary in the amount of USD 15,000 thousand and USD
20,000 thousand. In 2015, the creditor obtained from the court immediate
execution orders and writs of execution against the subsidiaries, joint and
several debtors. In connection with the appeals filed by the subsidiaries, the
competent court cancelled the immediate execution orders and invalidated the
writs of execution. In October and December 2015, the creditor brought actions
under Article 422 of the Civil Procedure Code against the subsidiaries for the
existence of claims under each of the loan agreements. The legal proceedings
initiated by the creditor have not been concluded.
In December 2016, the Court of First Instance rendered a judgment (the
Judgment) finding that the Bank had a claim against the Subsidiaries, joint
and several debtors, in the amount of USD 15,527 thousand arising from the
Credit Agreement entered into for the amount of USD 15,000 thousand. By the
same judgment, the court ordered the joint debtors to pay to the creditor bank
the sum of BGN 411 thousand in legal fees and costs and, in favour of the
budget of the judiciary, the state fee for the order proceedings in the amount
of BGN 538 thousand and the state fee for the claim proceedings in the amount
of BGN 538 thousand. In January 2017, the subsidiaries filed timely appeals
against the Judgment, therefore it has not entered into force. As at the date
of these notes, the dispute is pending before the Court of Appeal and the
Group's management believes that there is a reasonable chance that the
Judgment will be set aside in its entirety.
As of the date of these notes, a lawsuit is pending before the court of first
instance against the subsidiaries, joint debtors, to establish the existence
of the Bank's claim under the USD 20,000 thousand loan agreement. Management
believes that there is a reasonable chance of a favorable decision by a court
of competent jurisdiction. During 2018, the Parent company has sold its
interest in one subsidiary-solidary debtor and the potential risk for the
Group is reduced to the legal proceedings against the second subsidiary.
Corporate Commercial bank AD (in insolvency) - a creditor of a subsidiary
(until December 2015) unreasonably claimed in court the responsibility of the
Parent company under a contract of guarantee for liabilities arising from a
contract for a framework credit limit as a result of that the bank accounts of
the Parent company amounting to USD 29,983 thousand were garnished. This claim
was disputed in court by the Group because the liability as guarantor has not
occurred and / or extinguished pursuant to Art. 147, par. 2 of the LOC. At the
time of signing of the guarantee agreement, the deadline of the arrangements
between the lender and subsidiary contractual framework for credit limit was
July 1, 2014. The term of the framework credit limit was extended without the
consent of the customer, therefore the responsibility of the latter has fallen
by six months after initially agreed period, during which the creditor has
brought an action against the principal debtor. The term of Art. 147, par. 1
of the LOC is final and upon its expiration the company's guarantee has been
terminated, so the objection of the Parent company was granted by the court
and imposed liens on bank accounts lifted.
After the writ of execution, pursuant to order proceedings, was canceled on
which were imposed liens on bank accounts of the Parent company, the creditor
has initiated legal claim proceedings under Art. 422 of the CPC to establish
the same claims against the subsidiary (until December 2015) and the guarantor
the Parent company. In these proceedings the objections are repeated, that
liability as guarantor has not occurred and / or extinguished pursuant to Art.
147, par. 2 of the LOC, and therefore the Management expects that the claim of
the creditor against the Parent company will be dismissed permanently by a
court decision on those cases. At present, the case is suspended due to the
existence of a preliminary ruling, which is important for the correct
resolution of the case.
The Group has claimed its receivables from the subsidiary (until December
2015). The claims are included in the list of admitted claims under Art. 686
of the Commercial Companies Code prepared by the insolvency administrator, but
they are disputed by another creditor in the insolvency proceedings. Now, the
pending court proceedings to establish the existence of these claims pursuant
to Art. 694 of the Commercial Companies Code have been concluded with a
decision and the court has accepted the Group's claims up to the amount of BGN
4,794 thousand.
As at 30 September 2025, cash in the Group's bank accounts amounting to BGN 57
thousand is blocked in enforcement proceedings to which the Group is a party.
Under a revolving credit line agreement signed in 2023 with a total limit of
BGN 220,000 thousand. In July 2023, a pledge of a commercial enterprise was
established as a set of rights and obligations and de facto relations of
Petrol AD, Kremikovtzi Oil Ltd, Shumen Storage Ltd, Office Estate Ltd, Crystal
Asset Property Ltd, Crystal Asset Trade Ltd, Crystal Asset Bulgaria Ltd, Prima
Asset Bulgaria Ltd, Prima Asset Trade Ltd, Prima Consult Property Ltd, Prima
Land Property Ltd As collateral under the same agreement, the Group has
pledged receivables from bank accounts opened with the Bank, including funds
deposited under a debt product agreement with a carrying amount as at
September 30, 2024, net of impairment under IFRS 9, of BGN 54,475 thousand.
Under a contract signed in December 2024 for a bank loan in the form of an
overdraft with a maximum eligible amount of BGN 15,000 thousand. The Parent
Company has pledged as financial collateral receivables on bank accounts
opened with the Bank, including funds deposited under a debt product agreement
with a carrying amount as at 30 September 2025 of BGN 14,955 thousand.
Pursuant to the covenants under a bank loan agreement entered into in November
2023, the Group has established a mortgage on property and a pledge of plant
and equipment with a total carrying amount as at 30 September 2025 of BGN
2,960 thousand. The agreement is also secured by a pledge over bank accounts
receivable.
Under an agreement dated May 2024, the Group is a guarantor under an overdraft
agreement granted to an unrelated party - a commercial counterparty with a
credit limit of BGN 1,400 thousand. In connection with this credit commitment,
it has established a pledge in favour of the creditor bank over cash
receivables on bank accounts and has established mortgages over real estate
with a carrying value as at 30 September 2025 of BGN 1,989 thousand.
In August 2024, an annex to the Agreement of 10 March 2021 for the purchase of
receivables under commercial invoices (standard factoring) with a commercial
bank agreed a total advance limit of up to BGN 6,000 thousand. The agreement
is secured by a pledge of receivables on bank accounts opened with the bank
with a carrying amount as at 30 September 2025 of BGN 30 thousand.
In December 2024 a new standard factoring contract was finalized with the same
bank with a total advance limit of BGN 3,000 thousand. The agreed collateral
is a pledge of receivables on the Parent Company's bank accounts opened with
the bank and a pending pledge of receivables from counterparties.
III. Disclosure of transactions with related parties
The parent company (Controlling Company) is Petrol AD. It has a two-tier
management system, which includes a Management Board (MB) and a Supervisory
Board (SB). As of 30 September 2025, the members of the Supervisory Board and
Management Board of Petrol AD
Supervisory Board
Rumen Konstantinov Chairman
Petrol Correct EOOD, represented by Nikolay Gergov Member
Petrol Asset Management EOOD, represented by Armen Nazaryan Member
Management Board
Grisha Ganchev Chairman of the Management Board
Georgy Tatarski Deputy chairman of MB and Executive director
Milko Dimitrov Member of MB and Executive director
Lachezar Gramatikov Member of MB
Kiril Shilegov Member of MB
On 06.03.2025, with entry No. 20250306160504 in the Commercial Register and
the Register of Non-Profit Companies at the Registry Agency, changes in the
Supervisory Board of Petrol AD were registered in the account of the Parent
company, namely: a member of the Supervisory Board - Ivan Alipiev Voynovsky
was deleted, and in his place Rumen Aleksandrov Konstantinov was registered.
On July 7, 2025, a change in the representative authority of Petrol AD was
entered in the TRRULNC at the Registry Agency under the entry for Petrol AD.
in the Trade Register of the Registry Agency, under the entry for Petrol AD, a
change in the representative authority of Petrol AD was registered, with
Georgi Ivanov Tatarski being removed as executive director and replaced by
Maya Velizarova Vujicic. Lachezar Nikolov Gramatikov was removed as a member
of the Management Board of Petrol AD and replaced by Maya Velizarova Vujicic.
The total amount of accrued remuneration of key management personnel of the
Parent company included in staff costs amounts to BGN 1,275 thousand and the
outstanding payables as at 30 September 2025 amount to BGN 95 thousand, of
which BGN 83 thousand is presented as payables to staff and BGN 12 thousand as
payables to related parties.
Related parties of the Petrol Group are the shareholders with significant
influence in the Parent company, Storage Invest Ltd and its related parties.
Included in purchases from related parties - a shareholder with significant
influence - for the third quarter of 2025 are rental expenses for property,
plant and equipment in the amount of BGN 43 thousand, accounted for as lease
expenses in accordance with the provisions of IFRS 16 in the statement of
profit or loss and other comprehensive income. Sales to related parties -
shareholders with significant influence - for the period ending 30 September
2025 include revenue from services in the amount of BGN 1 thousand.
Related party 30 September 30 September
2025 2025
BGN'000 BGN'000
Receivables Payables
Other related parties 18,487 8,185
Short-term loans 16,193 5
Shareholder with a significant influence - 49
Short-term loans - 2
Key management (legal entity) - 12
18,487 8,246
In September 2024, the Group granted a short-term loan to a trading company -
a related party of the shareholder with significant influence, Storage Invest
AD. The loan has a credit limit of BGN 25,000 thousand, an interest rate of
6.7% and a term to 31 December 2025. The amount receivable as at 30 September
2025 is BGN 15,285 thousand principal, net of impairment of BGN 2,585 thousand
and BGN 908 thousand interest. The financial interest income on the loan for
the third quarter of 2025 is BGN 908 thousand.
In September 2024, the Group obtained a short-term loan from a trading
company, a related party of the shareholder with significant influence Storage
Invest Plc. The loan has a credit limit of BGN 24,000 thousand and bears
interest at 3M EURIBOR plus a margin of 2 percentage points but not less than
5% on the amount drawn down and has a maturity date of 31 December 2024.
extended by annex until 31 December 2025. The liability as at 30 September
2025 is BGN 5 thousand of interest. The financial expenses for interest on the
loan for the third quarter of 2025 are BGN 25 thousand.
In October 2024, the Group obtained a short-term loan from the shareholder
with significant influence, Storage Invest AD, in the amount of BGN 500
thousand with an annual interest rate of 6% and maturity until 31 December
2025. The liability as at 30 September 2025 is BGN 2 thousand of interest. The
financial cost of interest on the loan for the first quarter of 2025 is BGN 2
thousand.
IV. Risks and uncertainties ahead of the Group for the rest of the
financial year
Macroeconomic environment
The Petrol Group's activity is influenced by the general economic condition of
the country and in particular the degree of the successful adoption of the
market-oriented economic reforms by the government, changes in the gross
domestic product (GDP) and the purchasing power of the Bulgarian customers. In
the long term the change in the fuels consumption in the country is
commensurate with the GDP. In 2024, according to the National Statistics
Institute (NSI), the rate of increase in consumer price inflation is slowing
down significantly, with the consumer price index recording a 2.2%
year-on-year increase by the end of the year. During the year, the central
banks of the leading economies stopped their efforts to normalize the rampant
inflation in the previous years, but this did not lead to a significant
reversal of the upward trend in prices that began in 2020. The situation in
Bulgaria follows the global trend of rising prices, as at the end of the year
the consumer price index published by the National Statistical Institute
reports a growth of 2.2% (2023: 4.7% y-o-y), while throughout 2024 inflation
in Bulgaria, according to the NSI, is on a declining single-digit growth. The
main reason for the decline in inflation in 2024 are the declines in the
groups of clothing and footwear, housing, transport and communications, which
by the end of 2024 report declines of -1.2% for clothing and footwear, -1.5%
for housing, -0.6% for transport and -3.2% for communications. By the end of
the year, the highest inflation rate of 7.3% was recorded by the catering
sector, while food and services expenditure increased to 2.7% and 4.5%
respectively, while the non-food sector recorded a deflation of 0.7%. The main
reasons for the increase in the inflation rate in 2024 remain the anti-crisis
recovery and development measures taken in the last three years by the
European Union and the Bulgarian government in particular, the emerging
military conflict in Ukraine in February 2022, as well as the disruption
caused by sanctions and the change, in some cases, of the supply chains that
led to the rise in prices of fuels and other goods and resources caused by
increased demand and limited supply.
According to data released by the National Statistical Institute, the Gross
Domestic Product for 2024, obtained as a sum of quarterly data, increases in
real terms by 2.8% compared to 2023, with the country's Gross Domestic Product
for 2024 reaching a nominal value of BGN 202,861.5 million. In the fourth
quarter of 2024, the GDP produced amounts to BGN 57,587.2 million at current
prices according to preliminary data. Gross value-added amounts to BGN
176,760.5 million at current prices. The real value volume of the indicator is
2.5 percent higher compared to that reached in 2023.
In 2024, exports of goods from Bulgaria to third countries will decrease by
5.1% compared to 2023 and will be worth BGN 30,114.9 million. At the same
time, in 2024 the import of goods to Bulgaria from third countries in 2024
increases by 6.9% compared to 2023 and is worth BGN 41,603 million.
The Group's management monitors the emergence of risks and negative
consequences as a result of the military conflict between Russia and Ukraine
and in the Middle East, and the high levels of inflation, making ongoing
assessments of the possible effects on the Group's assets, liabilities and
operations, seeking to comply as far as possible with contractual commitments,
despite the force majeure circumstances that have arisen. In view of the
effects of the pandemic, military conflicts and high inflation, which are
challenging economic activity in the country and creating significant
uncertainty about future business developments, there is a real risk of a
decline in sales and losses for the Group.
The Group's results of operations are influenced by several factors, such as
macroeconomic conditions in Bulgaria, competition, gross margin dynamics,
crude oil and petroleum product price dynamics, product mix, supplier
relationships, regulatory changes, changes in foreign exchange rates, weather
conditions, seasonality, etc. In 2025, the Group continues to suffer negative
impacts from commodity price volatility, both domestically and globally,
inflation rates, and geopolitical uncertainty.
Plans for the future development of the Group's business are closely linked to
the stated expectations of changes in the market environment. The management
continues to follow the outlined restructuring program of the Petrol Group's
activities, which has to be changed as a result of the rapidly changing market
conditions and the risks and difficulties encountered, with the aim of
concentrating efforts in the direction of optimizing the core business, retail
and wholesale fuel trading, and at the same time developing and expanding the
Group's activities in line with climate changes and new prospects. In order to
improve the financial position, the Management continues to actively analyze
all cost items in search of hidden reserves for their optimization, including
closing or leasing underperforming outlets, increasing the number of
self-service outlets, or switching to a mixed mode of operation.
In the coming years, the Group's performance will also depend on the ability
to make investments and the successful implementation of new projects. The
Group's investments will be prioritised towards the construction of new
outlets and the refurbishment of the currently managed ones, with the aim of
increasing Petrol AD's sales and market share, mainly by transforming the
outlets managed by the Group into modern, full-service locations. Following
the acquisition in 2023 of the shareholdings of seven companies owning 190
petrol stations, Petrol AD will be able to plan its investment programme more
easily, seeking the best realisation of the assets managed by the Group.
There is significant uncertainty about customers' ability to repay their
obligations in accordance with the agreed terms. Therefore, the amount of
impairment losses on loans granted, sales receivables and the amounts of other
accounting estimates, in subsequent reporting periods could differ materially
from those determined and reported in these Notes. The Group's management
implements the necessary procedures to manage these risks.
Legislature
The Group is supervised by several regulatory bodies in the country and a
potential change in the regulatory framework, regulating the Parent company's
activity may have a negative impact on the Group's financial results. In July
2018 the Government of the Republic of Bulgaria adopted a new Law for
Administrative Regulation of the Economic Activities, Related to Petrol and
Petroleum Products, which aims to provide security and predictability in
trading with petrol and petroleum products and increase the energy security of
the country. Due to its core business, this law will affect the Group. As at
the date of issuance of these financial statements, the Parent company is
entered in the register to the Ordinance on the terms and conditions for
keeping a register of entities carrying out economic activities related to oil
and petroleum products for the wholesale trading activity and has issued a
bank guarantee in favor of the Ministry of Economy at the amount of BGN 500
thousand. As at the date of issuance of these financial statements, the
registration procedure of the Parent company for retail trading with oil and
petroleum products is finished.
Major commercial partners
Due to the specific of the primary business of Petrol Group, namely retail and
wholesale trading with fuels, the Group's fuels supplies are provided by a
small number of suppliers, as a result of which the Group is at risk of
discontinuation of relationships with key suppliers, which may lead to a
short-term depletion of inventories and trading activity difficulties.
Petrol Group's wholesale and retail trading with fuels, lubricants and other
goods, and storage of fuels is carried out through its own and rented from
third parties petrol stations and storage facilities. There is a risk from a
suspension of the relationships with the lessors and termination of the lease
agreements for the petrol stations and/or storage facilities, which can have a
significant negative impact on Petrol Group as deteriorating of sales,
worsening of the financial results and substantial loss of market share.
In the second half of 2023, Petrol AD acquired seven subsidiaries, owners of
petrol stations, through an investment loan of BGN 90,000 thousand. The Group
operates these outlets through operating lease agreements. The loan agreement
is secured by a pledge of the trading businesses of Crystal Asset Property
Ltd, Crystal Asset Trade Ltd, Crystal Asset Bulgaria Ltd, Prima Asset Bulgaria
Ltd, Prima Asset Trade Ltd, Prima Consult Property Ltd, Prima Land Property
Ltd. The acquired control will help Petrol AD in the long term in the core
business of the Group, but at the same time there is a risk that in the event
of a sustained deterioration in the market conditions due to internal or
external factors and/or a significant loss of market share, it will become
unable to service its credit obligations.
Competition
In the last few years, there has been a tendency for consumers to increasingly
turn to established and well-known brands with a tradition in fuel retail. As
a result, some small retailers were forced to close down or enter into
franchise or dealership agreements with one of the major market participants.
Due to the general decline in economic activity, consumer attitudes and the
introduction of additional regulatory control by the government, the share of
small independent players continues to decline.
The lack of strategic deals and significant investments by large participants
in the retail fuel market has led to a minimal change in the market shares of
companies in the sector;
Price risk
The Group is at risk of frequent and sharp changes in prices of fuels and
non-petroleum goods. Because of that, the future financial results may diverge
significantly from the expectations of the Group's Management. Any future
sharp fluctuations in the price of fuels and non-petroleum goods may lead to a
deterioration of the financial position of the Group.
Market risk
The Group is exposed to the risk of change in currency rate, movement in the
interest rates and the prices of the capital instruments, which may impact the
Group's financial instruments or the value of its investments.
Interest rate risk
Risks arising from the increase in the price of the Group's financing.
Credit risk
The risk of inability of the Group's trade partners to fulfill their
contractual obligations, which may lead to losses for the Group.
Exceptional costs
There is a risk of incurring unforeseeable costs, which to affect negatively
the financial position of the Group.
Political risk
Risks to the Group arising from global and regional political and economic
crises.
Climate conditions and seasonality
Climate conditions and seasonal fluctuations in demand for certain petroleum
products affect the Group's operating results. Gasoline and diesel demand
peaked in the second and third quarters, due to both the summer holiday season
and the increased demand from farmers, who traditionally increase their
consumption during the autumn season.
Liquidity risk
Liquidity risk is the risk that the Group may not be able to meet its
financial obligations when they fall due. The policy is aimed at ensuring
sufficient liquidity with which to serve liabilities when they fall due,
including abnormal and emergency situations.
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